Simpson Thacher represented Banco Bradesco BBI S.A., Banco BTG Pactual S.A.—Cayman Branch, Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc., Santander US Capital Markets LLC and UBS Securities LLC, as initial purchasers in connection with the issue and sale of US$375,000,000 aggregate principal amount of the Oceanica Lux (the “Issuer”) 13.000% Senior Secured Notes due 2029 (the “Notes”). The transaction was guaranteed by the Issuer’s parent, Oceânica Engenharia e Consultoria S.A. (“Oceanica”), as well as by its subsidiary Oceânica Netherlands B.V.
The Notes will be secured by a first-priority security interest on the collateral that, once perfected, will consist of (i) certain equipment owned by Oceanica and its subsidiaries, (ii) certain receivables and credit rights of Oceanica and its subsidiaries, (iii) certain vessels owned by Oceanica and its subsidiaries, (iv) a debt service reserve account and (v) an escrow account to cover the outstanding principal amount due by Oceanica under its 4th issuance of debentures in Brazil.
The Notes were offered to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. Oceanica intends to use the net proceeds from this offering to repay existing indebtedness, as well as for general corporate purposes. Oceanica is one of the largest Brazilian companies specializing in contingency and subsea intervention for the oil and gas industry.
The Simpson Thacher team included Grenfel S. Calheiros, Paulo F. Cardoso, Raissa Fini, Doug Ogata and Larissa Gebrim (Capital Markets); and Jonathan E. Cantor and Benjamin Bressler (Tax).